§ 17-19-1710 — Continuance of foreign corporations

Wyoming § 17-19-1710

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 19: WYOMING NONPROFIT CORPORATION ACT
• Art. 17: DOMESTICATION AND CONTINUANCE OF

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(a) Subject to subsection (b) of this section, any
nonprofit corporation incorporated for any purpose under the
laws of any jurisdiction other than this state, and so long as
the corporation complies with W.S. 17-19-301(b), may, if the
jurisdiction will acknowledge the corporation's termination of
domicile in the foreign jurisdiction, apply to the secretary of
state for registration under this act, thus continuing the
foreign corporation in Wyoming as if it had been incorporated in
this state. The secretary of state may issue a certificate of
registration upon receipt of an application supported by
articles of continuance as provided by this act together with
the statements, information and documents set out in subsection
(c) of this section. The certificate of registration may then be
issued subject to any limitations and conditions and may contain
any provisions as may appear proper to the secretary of state.
(b) The secretary of state shall cause notice of issuance
of a certificate of registration to be given forthwith to the
proper officer of the jurisdiction in which the corporation was
previously incorporated.
(c) The articles of continuance filed by a foreign
corporation with the secretary of state shall contain:
(i) A certified copy of its original articles of
incorporation and all amendments thereto or its equivalent basic
corporate charter or other authorization;
(ii) The name of the corporation and the jurisdiction
under the laws of which it is incorporated;
(iii) The date of incorporation and the period of
duration of the corporation;
(iv) The address of the principal office of the
corporation;
(v) The address of the proposed registered office of
the corporation in this state and the name of its proposed
registered agent in this state at the address;
(vi) The purpose or purposes of the corporation which
it proposes to pursue in the transaction of business in this
state;
(vii) The names and respective addresses of the
directors and officers of the corporation;
(viii) A statement of whether it is a public benefit
corporation, a mutual benefit corporation or a religious
corporation;
(ix) A statement whether the corporation has members;
(x) A statement that the corporation accepts the
constitution of this state in compliance with the requirements
of article 10, section 5 of the Wyoming constitution;
(xi) Any additional information necessary or
appropriate to enable the secretary of state to determine
whether the corporation is entitled to a certificate of
registration evidencing its authority to transact its affairs
and business in the state; and
(xii) Any additional information permitted in
articles of incorporation under W.S. 17-19-202.
(d) The application shall be executed by the corporation
by its president or other officer, director, trustee, manager or
person performing functions equivalent to those of a president
and who is authorized to execute the application on behalf of
the corporation and shall be verified by the officer signing the
application.
(e) The provisions of the articles of continuance may,
without expressly so stating, vary from the provisions of the
corporation's articles of incorporation or equivalent basic
corporate charter or other authorization, if the variation is
one which a corporation incorporated under this act could effect
by way of amendment to its articles of incorporation. Upon
issuance of a certificate of continuance by the secretary of
state, the articles of continuance shall be deemed to be the
articles of incorporation of the continued corporation. The
corporation may elect to incorporate by reference in the
articles of continuance its basic corporate charter or other
authorization which had been adopted by the corporation in the
foreign jurisdiction, in order to permit the same to continue to
act as the articles of incorporation of the corporation,
provided, however, that such basic corporate charter or other
authorization shall be deemed amended to the extent necessary to
make the same conform to the laws of Wyoming and to the
provisions of the articles of continuance.
(f) Except for the purpose of W.S. 16-6-101 through
16-6-118, the existence of any corporation heretofore or
hereafter issued a certificate of continuance under this act
shall be deemed to have commenced on the date the corporation
commenced its existence in the jurisdiction in which the
corporation was first formed, incorporated or otherwise came
into being. The laws of Wyoming shall apply to a corporation
continuing under this act to the same extent as if the
corporation had been incorporated under the laws of Wyoming from
and after the issuance of a certificate of continuance under
this act by the secretary of state to the corporation. When a
foreign corporation is continued as a corporation under this
act, such continuance shall not affect the corporation's
ownership of its property or liability for any existing
obligations, causes of action, claims, pending or threatened
prosecutions or civil or administrative actions, convictions,
rulings, orders, judgments or any other characteristics or
aspects of the corporation and its existence.
(g) A membership issued before the corporation's
continuance in Wyoming is deemed to have been issued in
compliance with this act and the provisions of the articles of
continuance. Continuance under this act does not deprive a
member of any right or privilege that he claims under, or
relieve the member of any liability in respect of, an issued
membership.
(h) As used in this section, the term "corporation" shall
include any incorporated organization, foundation, trust,
association or similar entity which appears to the secretary of
state to possess characteristics sufficiently similar to those
of a corporation organized under this act.